Capital structure
An Extraordinary General Meeting held on 7 October 2010 decided to split each of the Company’s shares, VVPR strips, subscription rights and share options into three new securities, and to abolish the Company’s existing bearer securities. The split became effective as of 10 November 2010. All numbers of Bekaert shares, VVPR strips, subscription rights and share options, as well as all prices of the Bekaert shares and VVPR strips and exercise prices of subscription rights and share options mentioned in this annual report are post-split numbers and prices, unless otherwise stated.
As of 31 December 2010 the registered capital of NV Bekaert SA amounts to € 176 242 000, and is represented by 59 884 973 shares without par value. The shares are in registered or non-material form.
The number of VVPR strips is 12 556 976.
The total number of outstanding subscription rights under the SOP1 and SOP2005-2009 stock option plans is 784 336.
A total of 381 566 subscription rights were exercised in 2010 under the SOP1 and SOP2005-2009 employee stock option plans, resulting in the issue of 381 566 new Company shares and VVPR strips, and an increase of the registered capital by € 1 124 000 and of the share premium by € 8 177 296.38.
In addition to the 89 700 treasury shares held as of 31 December 2009, Bekaert purchased 965 700 own shares in 2010. Those aggregate 1 055 400 shares were used as follows in 2010:
- 91 700 shares were delivered to the individuals who had exercised their options under the SOP2 stock option plan in 2010; and
- the remaining 963 700 shares are held as treasury shares.
As a result of the above-mentioned movements, the number of issued shares and the number of VVPR strips each increased by 381 566.
In 2010 a fifth and final issue of subscription rights took place under the SOP2005-2009 stock option plan: 225 450 subscription rights were issued to members of the Bekaert Group Executive, senior management and senior executive personnel. Each subscription right is convertible into one newly issued NV Bekaert SA share with VVPR strip at an exercise price of
€ 33.990. An aggregate 1 137 108 subscription rights have been granted under the SOP2005-2009 stock option plan.
In 2010 a final grant of 49 500 options took place under the SOP2 stock option plan: each option will be convertible into one existing NV Bekaert SA share with VVPR strip at an exercise price of
€ 33.990. A total of 463 260 options have been granted under the SOP2 stock option plan.
A new NV Bekaert SA Share Option Plan 2010-2014 (“SOP2010-2014”) was proposed by the Board of Directors and approved by a Special General Meeting in 2010. The plan will be the successor to the SOP2005-2009 and SOP2 plans, and will offer options to acquire existing Company shares to the members of the Bekaert Group Executive, senior management and a limited number of management employees of the Company and a number of its subsidiary companies. There will be one offer of share options in each of the years 2010 through 2014, and the aggregate number of share options to be offered will be determined each year by the Board of Directors on the motion of the Nomination and Remuneration Committee. The number of share options to be offered to each individual beneficiary will be variable in part, based on an assessment of such person’s long term contribution to the success of the Company. The share options will be offered to the beneficiaries for free. Each accepted share option will entitle the holder to acquire one existing share of the Company against payment of the exercise price, which will be conclusively determined at the time of the offer and which will be equal to the lower of: (i) the average closing price of the Company shares during the thirty days preceding the date of the offer, and (ii) the last closing price preceding the date of the offer. The share options cannot be exercised during a period of three years after the date of their grant nor after a period of ten years from the date of their offer. A first offer of 398 400 options was made on 16 December 2010.
The SOP2005-2009, SOP2 and SOP2010-2014 plans comply with the relevant provisions of the Act of 26 March 1999 and with Articles 520ter and 525, last paragraph, of the Companies Code.
Detailed information about capital, shares and stock option plans is given in the Financial Review (Note 6.11 to the consolidated financial statements).
Bekaert’s dividend policy
It is the policy of the Board of Directors to propose a profit appropriation to the General Meeting of Shareholders which, insofar as the profit permits, provides a stable or growing dividend while maintaining an adequate level of cash flow in the company for investment and self-financing in order to support future growth. In practice, this means that the company seeks to maintain a pay-out ratio of around 40% of the result for the period attributable to the Group over the longer term.
In October a Special General Meeting approved the distribution of a gross intermediate dividend of € 0.667 per share (€ 2.00 pre-split), as proposed by the Board of Directors. This corresponds to a net dividend per share of € 0.50 (€ 1.50 pre-split).
Appropriation of available profit
In light of the Group’s strong performance in 2010 and its confidence in the future, the Board of Directors will propose that the General Meeting of Shareholders to be held on 11 May 2011 approve the distribution of a gross dividend of € 1.00 per share. If this proposal is accepted, the net dividend per share will be € 0.750, and the net dividend on shares with VVPR strip, reducing the withholding tax to 15%, will be € 0.850 per share. Together with the gross intermediate dividend of € 0.667 per share paid in October 2010, this will result in an aggregate gross dividend of € 1.667 per share for 2010.
General Meetings of Shareholders
The Annual General Meeting was held on 12 May 2010. Extraordinary General Meetings were held on 12 May and 7 October 2010. Special General Meetings took place on 14 April and 7 October 2010. The resolutions of the five meetings are available at www.bekaert.com.
More detailed information is available in the Bekaert Shareholders’ Guide 2010 and at
www.bekaert.com.